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Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2021



Agios Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware   001-36014   26-0662915

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


88 Sidney Street, Cambridge, MA   02139
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 649-8600

(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock, Par Value $0.001 per share   AGIO   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 7.01

Regulation FD Disclosure.

Agios Pharmaceuticals, Inc. (“Agios”) is filing this Current Report on Form 8-K to furnish its historical consolidated financial statements and the notes thereto previously included in its Annual Report on Form 10-K for the fiscal years ended December 31, 2019 and 2018 (the “Prior 10-K”) filed with the Securities and Exchange Commission on February 19, 2020 (such financial statements and notes thereto, the “2018-2019 Financial Statements”). The 2018-2019 Financial Statements, furnished as Exhibit 99.1 to this Current Report, are consistent in all respects with the financial statements for such periods included in the Prior 10-K. This Current Report does not reflect events occurring after February 19, 2020, the filing date of the Prior 10-K, and does not modify or update the disclosures set forth in the Prior 10-K in any way.

Agios expects to incorporate by reference the 2018-2019 Financial Statements in its proxy statement to be filed in connection with its previously announced sale of specified assets related to its oncology business. The 2018-2019 Financial Statements are being furnished solely for such purpose.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.





99.1    The consolidated financial statements of Agios Pharmaceuticals, Inc. and its subsidiaries as of December 31, 2019 and 2018, including the consolidated balance sheets and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes 
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: January 29, 2021     By:  

/s/ Jacqualyn A. Fouse


Jacqualyn A. Fouse, Ph.D.

Chief Executive Officer